各位股东及股东代表： 本人作为北京鼎汉技术集团股份有限公司（以下简称"公司"）的独立董事， 根据《公司法》《证券法》《上市公司独立董事管理办法》《深圳证券交易所上 市公司自律监管指引第2号——创业板上市公司规范运作》等法律法规、部门规 章、自律监管规则及公司《公司章程》《独立董事工作制度》的规定和要求，在 2024年的工作中，积极联络公司经营层获取公司最新信息，按时出席公司相关会 议，认真审议董事会、专门委员会各项议案，独立履行职责，充分发挥自身的专 业知识，发表客观、公正的独立意见，切实维护公司整体利益以及全体投资者尤 其是中小投资者的合法权益。 报告期内，本人因工作职务调整向公司董事会提交书面辞职报告，自2024 年06月28日起本人不再担任公司独立董事职务，现就2024年度本人履职情况报告 如下： 报告期内，公司共召开11次董事会及5次股东大会，本人应参加4次董事会及 2次股东大会，均亲自出席，无委托其他独立董事或委员代为出席会议或代为表 决的情形。本人对提交董事会、股东大会、专门委员会的议案均认真审议，与相 关人员充分沟通，积极讨论各项议案，以审慎的态度行使相应表决权，充分发表 独立意见，认为公司董事 ...

北京鼎汉技术集团股份有限公司 独立董事2024年度述职报告 各位股东及股东代表： 本人作为北京鼎汉技术集团股份有限公司（以下简称"公司"）的独立董事， 根据《公司法》《证券法》《上市公司独立董事管理办法》《深圳证券交易所上 市公司自律监管指引第2号——创业板上市公司规范运作》等法律法规、部门规 章、自律监管规则及公司《公司章程》《独立董事工作制度》的规定和要求，在 2024年的工作中，尽职尽责、谨慎认真、依法履职，促进公司的规范运作，维护 全体股东尤其是中小股东的利益，充分发挥独立董事和专门委员会委员的作用。 现就2024年度本人履职情况报告如下： 报告期内，公司共召开11次董事会及5次股东大会，本人均亲自出席，无委 托其他独立董事或委员代为出席会议或代为表决的情形。本人对提交董事会、股 东大会、专门委员会的议案均认真审议，与相关人员充分沟通，积极讨论各项议 案，以审慎的态度行使相应表决权，充分发表独立意见，认为公司董事会、股东 大会、专门委员会的召集、召开符合法定程序，相关事项均履行了相应的内部决 策程序，合法有效，本人对董事会审议通过的所有议案无异议，均投同意票，没 有反对、弃权的情况。 二、专门委员会、 ...

Financial Performance - The company's revenue for Q1 2025 was CNY 284,891,355.88, representing a 3.55% increase compared to CNY 275,132,125.90 in the same period last year[6] - The net profit attributable to shareholders was a loss of CNY 14,997,236.38, a decline of 410.48% from a profit of CNY 4,830,283.82 in Q1 2024[6] - The total operating revenue for the current period reached ¥284,891,355.88, an increase of 3.2% compared to ¥275,132,125.90 in the previous period[31] - The net profit for the current period was a loss of ¥15,222,909.15, compared to a profit of ¥4,604,512.42 in the previous period[33] - The total comprehensive income for the current period was a loss of ¥13,105,963.93, compared to a gain of ¥3,072,931.03 in the previous period[34] Cash Flow - The net cash flow from operating activities was a negative CNY 85,045,025.83, a significant decrease of 4,119.47% compared to a negative CNY 2,015,536.12 in the previous year[6] - Cash inflow from sales and services amounted to $232.54 million, down from $286.79 million in the previous period, representing a decrease of approximately 19%[36] - Total cash inflow from operating activities was $241.89 million, compared to $308.08 million in the prior period, reflecting a decline of about 21%[37] - Net cash outflow from operating activities was $85.05 million, significantly worse than the previous period's outflow of $2.02 million[37] - The net increase in cash and cash equivalents was $11.06 million, contrasting with a decrease of $21.44 million in the previous period[39] - The ending balance of cash and cash equivalents was $250.87 million, up from $160.89 million in the prior period, representing an increase of approximately 56%[39] Assets and Liabilities - The total assets at the end of Q1 2025 were CNY 3,733,989,156.48, down 1.14% from CNY 3,776,955,719.75 at the end of the previous year[6] - Total liabilities decreased slightly to ¥2,411,003,949.58 from ¥2,440,864,548.92, a reduction of 1.2%[30] - The company's long-term borrowings increased to ¥298,600,000.00 from ¥204,600,000.00, representing a growth of 45.9%[29] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 31,775[17] - The total number of shares held by the top ten shareholders includes significant stakes from Guangzhou Industrial Control Capital Management Co., Ltd. (10.25%) and Guangzhou Rail Transit Industry Investment Development Fund (9.12%)[20] Operational Highlights - The company secured new orders worth 475 million RMB in Q1 2025, marking a 28.38% increase year-on-year[24] - The company has submitted an application for a private placement of shares, which is currently under review by the Shenzhen Stock Exchange[25] - The company continues to optimize its marketing system and enhance customer service capabilities as part of its strategic focus[24] - The company has not made any adjustments to its annual operating plan during the reporting period[24] Expenses and Costs - Total operating costs increased to ¥286,300,127.95, up from ¥271,790,328.28, reflecting a rise of 5.3%[31] - Research and development expenses rose to ¥18,921,173.02, compared to ¥17,476,011.30, an increase of 8.2%[31] - The company experienced a 3381.50% increase in non-operating expenses, totaling CNY 2,350,681.78, attributed to increased adjustment expenses[14] - The company reported a significant increase in credit impairment losses, amounting to ¥11,797,315.45, compared to ¥9,256,808.00 in the previous period[32] Other Financial Metrics - The weighted average return on equity decreased to -1.14%, down 1.51 percentage points from 0.37% in the same period last year[6] - The basic and diluted earnings per share were both reported at -0.0268, compared to 0.0086 in the previous period[34] - The company received government subsidies amounting to CNY 684,506.35 during the reporting period[8] Inventory and Receivables - Accounts receivable decreased to 1.56 billion RMB from 1.66 billion RMB, indicating a reduction of approximately 6.67%[27] - Inventory increased to 450.90 million RMB, up from 390.34 million RMB, reflecting a growth of 15.47%[27] Audit Status - The first quarter report was not audited, indicating that the financial data may be subject to further review[40]

Financial Performance - The company's operating revenue for 2024 reached ¥1,587,769,530.70, representing a 4.63% increase compared to ¥1,517,563,514.82 in 2023[23]. - The net profit attributable to shareholders decreased by 37.69% to ¥11,116,288.93 from ¥17,839,033.25 in the previous year[24]. - The net profit after deducting non-recurring gains and losses improved by 85.08%, reaching -¥2,765,290.67 compared to -¥18,529,981.88 in 2023[24]. - The cash flow from operating activities increased by 26.80% to ¥150,837,450.37 from ¥118,955,270.34 in the previous year[24]. - The total assets as of the end of 2024 amounted to ¥3,776,955,719.75, a 3.40% increase from ¥3,652,736,293.68 in 2023[24]. - The basic earnings per share decreased by 37.62% to ¥0.0199 from ¥0.0319 in the previous year[24]. - The weighted average return on equity decreased by 0.53 percentage points to 0.84% from 1.37% in 2023[24]. - The company reported a quarterly revenue of ¥442,137,920.92 in Q4 2024, with a net profit attributable to shareholders of -¥4,602,023.26[27]. - The company reported a total non-operating income of 13,881,579.60 in 2024, a decrease of 61.8% compared to 36,369,015.13 in 2023[32]. - Government subsidies recognized in the current period amounted to 5,839,921.82 in 2024, down from 7,556,109.45 in 2023, indicating a decline of 22.7%[32]. Risk Management - The company faces potential risks including macroeconomic changes, management risks from group integration, and increasing accounts receivable impacting liquidity[4]. - The company has not identified any significant risks to its ongoing operations, indicating stability in its business model[4]. - The company highlights the importance of risk awareness for investors regarding future plans and business forecasts[4]. - The company has outlined measures to address potential risks in its future development outlook[4]. - The company has faced uncertainty regarding its ability to continue as a going concern, as indicated by negative net profits in recent years[25]. - The company is committed to comprehensive risk management and internal control to enhance operational stability and market competitiveness[126]. Business Strategy and Development - The company emphasizes that its core business and competitive advantages have not undergone significant adverse changes, aligning with industry trends[4]. - The company is committed to maintaining accurate and complete financial reporting, with all board members present for the report's approval[4]. - The company has a focus on international development, which presents additional risks[4]. - The company is actively monitoring competition and its impact on profit margins[4]. - The company has expanded its business to cover over 50 cities in China and has operations in more than 30 countries, enhancing its market presence[37]. - The company has introduced new products such as energy management systems and robots, indicating a strategic shift towards renewable energy and automation[37]. - The company is focusing on smart solutions in rail transportation, leveraging technologies like big data, IoT, and AI for future growth[36]. - The company is actively pursuing opportunities in the context of "carbon neutrality" and "new infrastructure" initiatives, aiming to enhance its technological and product offerings[104]. - The company has transitioned from an industry equipment supplier to an ecosystem enabler, focusing on "equipment + systems" and "domestic + overseas" business layouts[110]. - The company is focusing on related industries such as new energy, energy storage, thermal management, and artificial intelligence to build systemic barriers through comprehensive product technology strength[200]. Research and Development - The company has invested over 100 million annually in high-level R&D, establishing a competitive edge in high-end rail transportation equipment manufacturing and intelligent solutions[109]. - R&D investment for 2024 is projected at 116.31 million yuan, with 351 R&D personnel representing 23% of the total workforce[120]. - The company obtained 7 new patents and 16 new software copyrights during the reporting period, enhancing its intellectual property portfolio[152]. - The company has made significant advancements in its R&D capabilities, including the establishment of a digital laboratory cluster and the integration of AI and machine learning technologies[121]. - The company is developing a new generation of subway train auxiliary power systems, currently in the prototype testing phase, aimed at enhancing market competitiveness[148]. Market Position and Competitive Advantage - The company has maintained a leading position in several segments of the rail transit industry, focusing on technological innovation and product development[101]. - The company holds a market share of over 85% in the urban rail market for intelligent power supply systems, with more than 18,000 units in operation[104]. - The company has achieved significant market leadership with a focus on new products such as the railway uninterrupted power supply system, which has been applied in major railway bureaus and metro cities including Beijing, Shanghai, and Guangzhou[118]. - The company is focusing on expanding its product line in high-end cable markets, particularly in high-speed rail, to meet increasing demand for high-reliability cables[149]. - The company is committed to enhancing its core competitiveness through innovation and technology, optimizing internal management efficiency, and improving accounts receivable recovery[195]. Operational Efficiency - The company has reduced its selling, general, and administrative expense ratio by 2.42 percentage points compared to the previous year[115]. - The company has optimized its marketing system to enhance market development and customer service capabilities, focusing on key opportunities in rail vehicle demand and overseas projects[116]. - The company has implemented a strict budget management system to control costs and has optimized its production processes to enhance efficiency and quality[125]. - The automated storage system significantly improves space utilization and operational efficiency through precise inventory management and automation[86]. - The company is focusing on optimizing supply chain management to reduce project costs and enhance product functionality[148]. Government and Industry Trends - The Chinese government has introduced multiple policies from 2019 to 2023 to support the rapid development of the rail transit industry, emphasizing technological innovation and integration of transportation modes[196]. - The State Railway Administration has issued new guidelines to promote low-carbon development in the railway sector, focusing on technological innovation and quality safety supervision[197]. - The government plans to accelerate the transition to low-carbon transportation equipment and promote the electrification of public vehicles, supporting the development of zero-emission freight fleets[197]. - The maintenance and service market is expected to become a significant revenue source for urban rail transit equipment manufacturers due to the growing demand for vehicle upgrades and safety operations[199]. Customer and Supplier Relations - The total sales amount from the top five customers reached ¥977,038,263.31, representing 61.93% of the annual sales total[141]. - The company’s top five suppliers accounted for ¥169,509,895.04, which is 17.12% of the total annual procurement[143].

北京鼎汉技术集团股份有限公司（以下简称"公司"）于 2024 年 03 月 29 日及 2024 年 04 月 23 日分别召开第六届董事会第十六次会议及 2023 年度股东大 会，审议通过了《关于 2024 年度对外提供担保额度预计的议案》：为满足公司 经营发展需要，公司拟在 2024 年度对外提供担保额度不超过 120,000 万元人民 币（或等值外币）。本次担保额度有效期自 2023 年度股东大会审议通过本事项 之日起至审议 2025 年度对外提供担保事项的股东大会决议生效之日止。 具体内容详见公司 2024 年 04 月 02 日在巨潮资讯网（www.cninfo.com.cn） 披露的《关于 2024 年度对外提供担保额度预计的公告》（公告编号：2024-23）。 二、担保进展情况 近期，公司的全资子公司辽宁鼎汉奇辉电子系统工程有限公司（以下简称"鼎 汉奇辉"、"债务人"）与中国民生银行股份有限公司沈阳分行（以下简称"民 生银行沈阳分行"、"债权人"）签订《综合授信合同》，公司为上述事项提供 担保。具体情况如下： 单位：人民币万元 证券代码：300011 证券简称：鼎汉技术 公告编号：2025-16 ...

关于向特定对象发行股票申请获得深圳证券交易所受理的公告：鼎汉技术于2025年04月02日收到深交所 出具的《关于受理北京鼎汉技术集团股份有限公司向特定对象发行股票申请文件的通知》，深交所对公 司报送的向特定对象发行股票的申请文件进行了核对，认为申请文件齐备，决定予以受理。本次发行尚 需通过深交所审核，并获得中国证监会同意注册后方可实施。 以上内容为证券之星据公开信息整理，由智能算法生成（网信算备310104345710301240019号），不构 成投资建议。 公司公告汇总 关于为下属全资公司提供担保的进展公告：鼎汉技术为下属全资公司北京鼎汉检测技术有限公司提供 1,000万元人民币的担保，签署日期为2025年03月28日。担保后金额为3,300万元。鼎汉检测注册资本 3,500万人民币，截至2024年09月30日，鼎汉检测资产总额207,015,350.71元，负债总额148,023,423.82 元，净资产58,991,926.89元。担保协议主要内容包括连带责任保证，保证期间为主合同项下的借款期限 届满之次日起三年。截至本公告披露日，公司实际提供对外担保余额为38,765.64万元，占公司最近一期 经审 ...

Company Overview - Beijing Dinghan Technology Group Co., Ltd. is a publicly listed company established on December 24, 2007, with a registered capital of 38.376 million RMB [1][2] - The company operates in the field of rail transit technology, focusing on the production of intelligent power supply products for rail transit [1][3] Historical Development - The company was originally founded as Beijing Dinghan Technology Co., Ltd. in June 2002 and underwent a transformation into a joint-stock company in December 2007 [1][2] - The company went public on the Shenzhen Stock Exchange's Growth Enterprise Market on October 30, 2009, issuing 13 million shares at a price of 37.00 RMB per share [1][2] - Significant capital increases occurred in 2010 and 2013 through capital reserve transfers, increasing the total share capital to 154.128 million shares [2] Shareholder Structure - The ultimate controlling shareholder is Guangzhou Industrial Control Capital Management Co., Ltd., with actual control held by the Guangzhou Municipal Government [2][3] - The company has undergone several changes in its shareholder structure, including share transfers and non-public offerings to raise funds [2] Organizational Structure - The company has a structured governance model with a shareholders' meeting as the highest authority, a board of directors executing decisions, and a supervisory board for internal oversight [2][3] - Key departments include market center, financial asset department, human resources, strategic investment, and corporate management [2] Business Scope - The company’s main business activities include the production and sale of rail transit signal power supply products, technical development, and consulting services [2][3] - The company is also involved in investment and asset management, as well as import and export activities related to rail transit technology [2]

Group 1 - The company, Beijing Dinghan Technology Group Co., Ltd., is planning to issue A-shares to specific investors in 2024, with a proposed price of 4.78 yuan per share, which is 80% of the average trading price over the previous 20 trading days [2][4][6] - The total number of shares to be issued will not exceed 9.59% of the company's total share capital before the issuance, and adjustments will be made if there are any changes in the share capital structure during the issuance period [3][4][6] - The funds raised from this issuance will be used entirely to supplement the company's working capital [4][6] Group 2 - The company operates in the railway transportation equipment manufacturing industry, focusing on the research, production, sales, and maintenance of high-end electrification equipment for rail transit [13] - The industry is regulated by several government departments, including the National Development and Reform Commission, the Ministry of Transport, and the Ministry of Industry and Information Technology, with various policies promoting the development of rail transit infrastructure [13] - Recent government policies have aimed to enhance the digitalization and intelligence of transportation infrastructure, which is expected to benefit the rail transit sector [13]

Group 1 - The company, Beijing Dinghan Technology Group Co., Ltd., is planning to issue A-shares to specific investors, with the underwriting by Kaiyuan Securities Co., Ltd. [1][2] - The total number of shares to be issued is not more than 53,600,000, accounting for 9.59% of the company's total share capital before the issuance [7][10]. - The issuance price is set at 80% of the average stock price over the last 20 trading days prior to the pricing date, which amounts to 4.78 yuan per share [8][10]. Group 2 - The funds raised from this issuance, estimated to be up to 256.208 million yuan, will be used entirely to supplement working capital [10]. - The company has a registered capital of 558.650 million yuan and was established on June 10, 2002, with its shares listed on the Shenzhen Stock Exchange since October 30, 2009 [4][5]. - As of September 30, 2024, the company's total assets amounted to 379,454.84 million yuan, with total liabilities of 245,138.49 million yuan, resulting in total equity of 134,316.35 million yuan [5][6]. Group 3 - The company operates in the rail transportation equipment manufacturing industry, focusing on the research, production, sales, and maintenance of various electrified high-end equipment for rail transit [17]. - The company’s main products include intelligent power supply products for rail transit signals, power operation supplies, and safety systems [4][17]. - The company’s financial performance shows a revenue of 114,563.16 million yuan for the first nine months of 2024, with a net profit of 1,557.27 million yuan [6][10].

股票简称：鼎汉技术 股票代码：300011 北京鼎汉技术集团股份有限公司 Beijing Dinghan Technology Group Co., Ltd. （北京市丰台区南四环西路 188 号十八区 2 号楼（园区）） 2024年度向特定对象发行A股股票 募集说明书 （申报稿） （陕西省西安市高新区锦业路 1 号都市之门 B 座 5 层） 保荐机构（主承销商） 二〇二五年三月 北京鼎汉技术集团股份有限公司 2024 年度向特定对象发行 A 股股票募集说明书 声 明 本公司及全体董事、监事、高级管理人员承诺募集说明书及其他信息披露资 料不存在任何虚假记载、误导性陈述或重大遗漏，并对其真实性、准确性及完整 性承担相应的法律责任。 公司负责人、主管会计工作负责人及会计机构负责人保证募集说明书中财务 会计资料真实、完整。 中国证监会、交易所对本次发行所作的任何决定或意见，均不表明其对申请 文件及所披露信息的真实性、准确性、完整性作出保证，也不表明其对发行人的 盈利能力、投资价值或者对投资者的收益作出实质性判断或保证。任何与之相反 的声明均属虚假不实陈述。 根据《证券法》的规定，证券依法发行后，发行人经营与收益的变 ...